BYLAWS

of the Academy of Motion Picture Arts and Sciences

Revised July 30, 2013

ARTICLE I

The name of this corporation shall be “Academy of Motion Picture Arts and Sciences.”

ARTICLE II

The purposes of the Academy are:

1. To advance the arts and sciences of motion pictures and to foster cooperation
among the creative leadership of the motion picture industry for cultural, educational and
technological progress.

2. To recognize outstanding achievements by conferring annual Awards of Merit,

serving as a constant incentive within the industry and focusing wide public attention upon
the highest quality in motion picture production.

3. To provide a forum and common meeting ground for the various branches and
crafts, to sponsor publications and to serve as an impartial clearinghouse for achievement
records and statistics.

4. To constitute an organization of established prestige which is expressly prohibited

from concerning itself with economic, political or labor issues.

5. To represent to the public the viewpoint of the actual creators of motion pictures.

6. To foster educational activities between the public and the industry, and to
encourage an appreciation of the motion picture as an art form and a vocation.

7. To do all other acts necessary or expedient for the administration of the affairs and
attainment of the purposes of a non-economic, non-political, educational and professional
association organized as a non-profit corporation under the laws of California.

ARTICLE III
Membership and Organization

Section 1. Membership shall be by invitation of the Board of Governors. Invitations to

active membership shall be limited to those persons employed by motion picture
producing companies, or credited with screen achievements, or who have otherwise
achieved distinction in their respective fields of endeavor within the industry and who, in
the opinion of the Board, are qualified for membership.

Section 2. There shall be four types of membership in the Academy as follows:

00108.00734/4076290.2
 (a) Active — regular, fully participating branch members and Members at Large
in good standing other than retired, associate and life members. Such
membership shall be conferred by a majority vote of the Board of Governors.

(b) Retired — members who have reduced their participation in the motion
picture industry and have elected to withdraw from active membership.
Retired members do not vote and do not pay dues.

(c) Associate — special members without votes who may be persons not
employed by production units of the motion picture industry. Such
memberships shall be conferred by a majority vote of the Board of
Governors.

(d) Life — memberships without dues but with full privileges. Such
memberships shall include all past Presidents of the Academy and others so
designated by unanimous vote of the Board of Governors.

Section 3. Except as hereinafter provided, all active and life members shall have equal
rights and privileges. Members of all types shall comply with and be bound by these
bylaws.

Section 4. (a) Membership shall include the following branches:

Actors Makeup Artists and Hairstylists

Casting Directors Music
Cinematographers Producers
Costume Designers Public Relations
Directors Short Films and Feature Animation
Designers Sound
Documentary Visual Effects
Executives Writers
Film Editors

(b) Each branch shall have an executive committee with responsibility for
membership and other matters concerning the branch.

(c) Members at Large are members engaged in crafts not included in the
foregoing branches and with the exception of retired Members at Large shall
be entitled to all privileges of active membership except representation on
the Board.

(d) The President shall appoint a standing General Membership Committee to be

chaired by the First Vice President. The committee shall include a governor
from each branch, as well as such representatives from other areas of
membership as the President shall designate. The General Membership
Committee shall be charged with monitoring the overall growth and
configuration of the Academy’s membership; with considering new

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 candidates for At-Large and Associate membership; with hearing requests
for member transfers, and with making recommendations on these matters
to the Board of Governors.

Section 5. (a) Candidates for membership may be brought to the appropriate executive
committee for consideration by any of three procedures:

i. Two members of the branch of which the candidate hopes to become

a member may formally endorse and propose him or her.

ii. All non-members of the Academy who receive Academy Award

nominations will be considered for membership by the appropriate
executive committee at the next meeting following such nomination.

iii. Executive committees may themselves propose candidates for

membership in their areas.

(b) All proposed members of a branch must first receive the endorsement of the
executive committee of that branch. The membership proposals will then be
forwarded to the General Membership Committee for monitoring purposes
and submitted to the Board of Governors for approval or disapproval.
Proposed Members-at-Large and Associates shall first receive the
endorsement of the General Membership Committee and then be presented
to the Board for its decision.

(c) If any executive committee of any branch does not act upon a properly
sponsored proposed member within thirty (30) days after his or her name is
submitted to that committee, the Board may, at its next meeting, act without
having first received any recommendation from the executive committee in
that instance.

(d) Proposed members shall be brought before the various branch executive
committees, or the General Membership Committee, and submitted to the
Board of Governors for approval or disapproval once a year during the
months between the annual Awards Presentation and the end of the fiscal
year.

Section 6. The classification of the type of membership and of the branch membership, if
any, to which a new member shall be assigned shall be determined by the Board of
Governors. Classification of membership shall be subject to continuous review by the
Board of Governors which shall make such transfers of members to such classification as it
deems advisable, acting either on the recommendation of the executive committee of a
branch, or upon its own motion, or otherwise all to the end that active membership
whether in a branch or at large shall be limited to those members who in the judgment of
the Board of Governors continue to be most active in the field of theatrical motion pictures,
are most highly qualified to vote on the Academy’s several awards, have continued to be
credited with outstanding screen achievements, or otherwise have achieved such unique

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distinction, earned such special merit or made such a substantial contribution to the
motion picture arts and sciences as to warrant continued active membership. Nothing
herein contained shall be deemed to limit the ability of the Board of Governors to re-
transfer any member so transferred when in its best judgment circumstances warrant any
re-transfer.

ARTICLE IV
Board of Governors

Section 1. (a) The corporate management and control of the business and property of the
Academy and the general policies of the Academy shall be vested in and controlled by a
board of fifty-one (51) Governors elected as hereinafter provided. Said Board shall consist
of three (3) members from each branch listed in Article III, Section 4.

(b) The term of office of each Governor shall be for three (3) years and until his
or her successor is elected and qualified, and no more than one (1) Governor
shall be elected from each branch each year, except that vacancies shall be
filled as hereinafter provided.

(c) All active and life branch members shall be qualified for nomination for the
office of Governor.

(d) No member shall be eligible to serve as a Governor for more than nine (9)
years in consecutive succession, except to complete a term commenced
within said nine (9) year period.

Section 2. Meetings of the Board of Governors may be called at any time by the President
or any Vice President, or by the Secretary or any two Governors, or by the Chief Executive
Officer upon written request of two Governors. Such meetings of the Board shall be held
upon four days’ notice by first-class mail, or 48 hours’ notice delivered personally or by
telephone. Twenty-six (26) Governors shall constitute a quorum. In the absence of a
quorum, if at least eighteen (18) Governors are present, business may still be conducted,
but any motions proposed shall require fourteen (14) votes for adoption. No business may
be conducted with fewer than eighteen Governors present. No votes shall be cast by proxy
at meetings of the Board.

Section 3. The powers and duties of the Board of Governors shall be:

(a) Generally to do and perform every act and thing whatsoever not inconsistent
with the laws of the State of California or with these bylaws that may be
necessary or desirable to effectuate the purposes and program of the
Academy.

(b) As the Academy shall be kept free from political activities or economic
functions, it shall take no part in economic, political or religious questions
and neither the Board of Governors nor any group nor any individual
representing the Academy shall undertake to represent the political or

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 religious views of the Academy membership or as representing the Academy
take any position which might either actually or apparently affect the
contractual rights, salaries, economic interests or position of the members in
any labor dispute. To safeguard this basic policy, the objection by any two
members of the Board shall be sufficient to table any proposed action which
might violate this clause, and objection by any two members of a committee
may similarly table proposed action by such committee.

(c) The Board shall have the powers and duties ordinarily required for the
management of a non-profit corporation, including the following: to maintain
an office and quarters for the use of the Academy; to fix and change the
admission fee, dues and other fees of members of the Academy; to disburse
moneys from the revenues and funds of the Academy, and to borrow money
and incur indebtedness for the purposes of the Academy; to employ,
compensate, and discharge such employees as may at its discretion seem
proper and to require of them security for faithful service; to institute and
maintain on behalf of the Academy all necessary actions, suits and
proceedings which at its discretion may be necessary or proper to carry out
the will or objects of the Academy; to defend any actions, suits or
proceedings instituted against the Academy; to invite members to the
Academy and to suspend and expel members for cause; to do all other acts
necessary or expedient for the administration of the affairs and attainment of
the purposes of the Academy.

Section 4. In accepting membership on the Board, each member shall accept responsibility
for maintaining the confidentiality of Board matters and acting in an appropriate manner to
prevent the unauthorized disclosure of information. In the event of a violation of this
obligation, the Board shall have the right to impose such sanctions as it deems appropriate.

ARTICLE V
Election of Board

Section 1. Candidates for the Board of Governors shall be nominated by the branches. The
election shall be by vote of the active and life members.

Section 2. All voting in Academy elections shall be by secret ballot.

Section 3.

(a) Nominations in each branch shall be made by majority vote of those present
at a meeting at which a quorum of at least seven (7) is present to be called by
the President of the Academy on seven (7) days’ written notice of a special
nominating committee consisting of those eighteen (18) members of such
branch. Each nominating committee shall be comprised of:

(i) the three (3) current governors representing the branch;

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 (ii) six (6) members of the branch appointed by the three (3) current
governors, and

(iii) nine (9) additional members of such branch who have received the
highest number of votes in a canvass of the branch conducted for that
purpose. The Chief Executive Officer of the Academy will canvass
each branch by mailing to each active or life member of each branch,
at any time on or before May 15 of each year, a ballot and a list of all
eligible members with instructions to vote for five (5) members and
to return such ballot to the Academy’s accounting firm within 10 days
from the date of such mailing. Only ballots received within said 10-
day period shall be counted, unless the 10th day be a Sunday or
holiday, in which event ballots received the following day may be
counted, and all such ballots shall be opened only by and counted by a
firm of certified public accountants designated by the Academy
President.

(b) There may be fewer than twenty (20) members on a nominating committee if
there are fewer than that number who receive votes and accept such
appointment, but not fewer then seven (7). If fewer than seven (7) accept
such appointment, or agree to attend such meeting, the members who had
received the next higher number of votes, successively, shall be called upon
to serve upon said nominating committee, until a quorum of seven (7) or
more can be assembled for such meeting.

Section 4. (a) Before June 15 of each year the nominating committees shall nominate for
the office of Governor four (4) active or life members from each of the branches.

(b) Any active or life member of the Academy may also be nominated from his or
her branch if 25 percent of the members of such branch submit a written
nominating petition to the Chief Executive Officer designating such member
as a nominee within ten (10) business days after the nominations by the
nominating committees of the respective branches have been made.

Section 5. On or before June 30, the Chief Executive Officer shall mail ballots to the active
and life members of the branches. Members of each branch shall vote only on their own
nominees.

Section 6. The election shall close at 5:00 P.M. on the 10th of July, or, if that be a Sunday or
holiday, then upon the next succeeding business day.

Section 7. If for any reason an election is not held upon the dates hereinabove designated, a
belated election shall be held as soon thereafter as the Board may direct.

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Section 8. The ballots shall be opened only by and counted by a firm of certified public
accountants designated by the Academy President. The candidates elected by the branches
shall take office forthwith, except that if any candidate has become ineligible or disqualified
or shall refuse election, the candidate receiving the next higher vote shall be elected, and so
on successively.

Section 9. The operating year of the Academy shall commence on the first day of July. All
Governors, all officers and members of committees shall continue in office until their
successors are elected or appointed and qualify.

Section 10. Should any vacancy occur in the Board of Governors because of the death,
resignation or disqualification of a member other than between the last Board meeting of
the fiscal year and the end of the fiscal year, that vacancy will be filled until the next regular
election by the second-place finisher for that position in the immediately preceding
election for that position, or, if he or she is unable or unwilling to serve, by the next
successive finisher for that position who is willing and able to serve. In the case of a
premature vacancy in a branch that requires specific Board seats to be filled by a
representative of a specific Branch subcategory, the position will be filled until the next
regular election by the candidate from that subcategory who received the next most votes
in the last election for that subcategory and who is willing and able to serve. In the event
that at the next regular election one or two years remain in the term of a member whose
seat was vacated, the seat shall be filled for the remainder of the term by the second-place
finisher in the regular election for that position or, in the case of a Branch requiring that
seat be filed by a member of a particular subcategory, by a special election for a
representative of that subcategory conducted in conjunction with the regular election of a
representative of that Branch. Should a seat on the Board of Governors become vacant
between the last Board meeting of a fiscal year and the end of that fiscal year, it shall be
filled for any portion of the term remaining at the end of the fiscal year as described above.

Section 11. If any member shall have been absent from three (3) consecutive meetings of
the Board his or her office may be declared vacant by order of the Board. A copy of this
provision of the bylaws shall be delivered to each Governor in writing within 30 days after
his or her election.

ARTICLE VI
Officers

Section 1. The Academy shall have a President, a First Vice President, two Vice Presidents,
a Treasurer, a Secretary, a Chief Executive Officer and a Chief Operating Officer, all of whom
must be active or life members of the Academy, except the Chief Executive Officer and Chief
Operating Officer, who need not be members. The most recent previous President, if still a
Governor, shall serve as an Officer of the Academy, to be known as Immediate Past
President, for the period of the first year following the conclusion of his or her presidency.
No Officer may hold more than one office at the same time.

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Section 2. The powers and duties of the President shall be: to call and preside at meetings
of the Board of Governors and of the membership and in general to act as the official head
of the Academy; subject to the order of the Board of Governors, to affix the signature of the
Academy to all deeds, conveyances, obligations, certificates, checks and other papers and
instruments in writing that may require the same. The President is a member ex officio of
all committees.

Section 3. The First Vice President shall serve as chair of the General Membership
Committee. In the absence or the disability of the President, the First Vice President shall
take his or her place and perform his or her duties, succeeded by the Vice President who
was next elected, succeeded in turn by the remaining Vice President.

Section 4. The powers and duties of the Treasurer shall be to collect and take charge of,
and, under the direction of the Board of Governors, disburse the funds of the Academy, and
to oversee the keeping of regular accounts in books belonging to the Academy, which shall
be open to the inspection of the Governors and members and shall be periodically audited.
The Treasurer shall oversee the chief financial officer of the Academy, and shall serve as
chair of a committee charged with overseeing the Academy’s budgeting and expenditures.

Section 5. The powers and duties of the Secretary shall be: generally to do and perform
such duties as pertain to his or her office, or as may be required by the Board of Governors.

Section 6. The Chief Executive Officer shall be chosen by the Board of Governors, need not
be a member of the Academy prior to appointment but shall become an active member
upon appointment, shall be a member ex officio of all committees and have such powers
and duties as may be delegated by these bylaws or by the Board and Officers proceeding
thereunder.

Section 7. The Chief Operating Officer shall be chosen by the Board of Governors, need not
be a member of the Academy prior to appointment but shall become an active member
upon appointment, shall be a member ex officio of all committees and have such powers
and duties as may be delegated by these bylaws, or by the Chief Executive Officer, Board
and Officers proceeding thereunder.

Section 8. All Officers except the Chief Executive Officer and Chief Operating Officer shall
be elected from the Board of Governors, and vacancies among the Officers, other than
Immediate Past President, shall be filled by the Board of Governors.

Section 9. No Governor shall be eligible to serve in any one office for more than four (4)
one-year terms in consecutive succession. Any Board member who serves four (4)
consecutive years in either of the two Vice President positions will not be eligible to serve
again in that office until at least one year has elapsed.

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 ARTICLE VII
Election of Officers

Within sixty (60) days after its election each year the newly-elected Board of Governors
shall meet as an electoral committee to fill the offices of President, First Vice President, two
Vice Presidents, Treasurer and Secretary of the Academy, electing in that order by secret
ballot from nominations made at such meeting and posted in view of the meeting. No
election can be held unless a quorum (26) is present in person.

ARTICLE VIII
Awards of Merit

Section 1. The Academy shall annually recognize outstanding achievement in the arts and
sciences of theatrical motion pictures by bestowing Awards of Merit, according to rules to
be formulated, subject to the approval of the Board of Governors, by an Awards Rules
Committee appointed by the President.

Section 2. Achievements for which annual awards are to be conferred shall include:

Acting Makeup and Hairstyling

Animated Feature Music
Cinematography Best Picture
Costume Design Production Design
Directing Short Films
Documentary Films Sound
Film Editing Visual Effect
Foreign Language Film Writing

Section 3. The Board of Governors shall have authority:

(a) to revise the above list,

(b) to vote Governors Awards, such as the Irving G. Thalberg Memorial Award,
the Jean Hersholt Humanitarian Award and the Honorary Award, and

(c) to vote Special Awards.

Section 4. The established gold statuette trophy of the Academy shall be conferred for all
achievements listed in Section 2 above, and to the set decorator on the picture which wins
the Production Design Award. Trophies for Testimonial and Special Awards may be in any
form and shall be decided upon by the Board of Governors.

Section 5. Every precaution shall be taken to prevent solicitation of votes or pressure of

any kind in the awards voting and the Board of Governors shall have the authority upon
secret ballot to reject and remove from consideration any picture which, in its opinion,
does not conform to the bylaws and/or awards rules.

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Section 6. Every award shall be conditioned upon the delivery to the Academy of one print
or copy of every film nominated for final balloting for all Academy Awards. Such print or
copy shall be in a format and of a quality equivalent to the film’s theatrical release; if a film
exists in more than one format, then the version deposited shall be the film print. Such
print or copy shall become the property of the Academy, with the proviso, however, that
the Academy shall not use such print or copy for commercial gain. Such print or copy shall
be deposited with the Academy and, subject to matters not within its control, shall be
screened by the Academy for the membership in advance of distribution of final ballots.

Section 7. Every award shall be conditioned upon the execution and delivery to the
Academy by the recipient thereof of a receipt and agreement reading as follows:

Gentlemen:

I hereby acknowledge receipt of Academy Regulations for use

of the Academy Award statuette and the phrase “Academy
Award(s)” in advertising. In consideration of the signing of a
similar agreement by other Academy Award nominees, I agree
to comply with said regulations.

I understand that on (date) I may receive from you a replica of

your copyrighted statuette, commonly known as the “Oscar®,”
as an award for (category) - (film title). I acknowledge that my
receipt of said replica does not entitle me to any right whatever
in your copyright, trade-mark and service-mark of said
statuette and that only the physical replica itself shall belong to
me. In consideration of your delivering said replica to me, I
agree to comply with your rules and regulations respecting its
use and not to sell or otherwise dispose of it or any other
“Oscar” replica I have been awarded or have received, nor
permit it or any other “Oscar” replica I have been awarded or
have received to be sold or disposed of by operation of law,
without first offering to sell it to you for the sum of $1.00. You
shall have thirty days after any such offer is made to you within
which to accept it. This agreement shall be binding not only on
me, but also on my heirs, legatees, executors, administrators,
estate, successors and assigns. My legatees and heirs shall
have the right to acquire any “Oscar” statuette replica I have
received, if it becomes part of my estate, subject to this
agreement.

I agree that if I have heretofore received any Academy trophy I

shall be bound by this receipt and agreement with the same
force and effect as though I had executed and delivered the
same in consideration of receiving such trophy.

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 ______________________________
(Signature of Recipient)

ARTICLE IX
Meetings, Committees and Publications

Section 1. The Academy shall from time to time establish and conduct meetings, lectures
and courses, and publish such books, bulletins, pamphlets and reports as may be desirable
to promote the interchange of information and development of knowledge among the
members of the industry, to assist in the cultural and professional education of students
and to further public appreciation of the best in motion pictures.

Section 2. The President shall appoint the chairman of all branch executive committees and
other Academy committees except the General Membership and Finance Committees. All
appointments to committees shall be for one (1) year only. Members may be reappointed,
but no members shall serve on the same committee for more than nine (9) consecutive
years, except that a sitting Governor may continue on as a committee member until the
expiration of his or her term as Governor. However, no committee will be reduced by more
than twenty percent (20%) because of this requirement.

Section 3. The usual parliamentary rules of order, as contained in “Robert’s Rules of Order,
Revised,” shall govern all meetings, provided, however, that any such rule may be
suspended by majority vote of the members present or by the Board of Governors. No
votes shall be cast by proxy at committee meetings.

ARTICLE X
Expulsion, Arrears, Resignation, Reinstatement

Section 1. Any member failing to pay dues by the time of Awards balloting shall not be
eligible to vote in any phase of voting for Academy Awards until such time as his or her
dues are paid in full. Any member failing to pay dues within twelve months from the date
of billing may be dropped from membership by order of the Board of Governors. No
reinstatement of such member shall be made until payment in full of said twelve months’
arrears.

Section 2. A member may resign from the Academy at any time by giving written notice to
the Chief Executive Officer.

Section 3. Any member of the Academy may be suspended or expelled for cause by the
Board of Governors. Expulsion or suspension as herein provided for shall require the
affirmative vote of not less then two-thirds of all the Governors. No Governor, nor the
Academy, nor any member thereof, shall be liable to any member or former member by
reason of any action taken hereunder. The procedure for hearing or investigation shall be
as determined from time to time by the Board of Governors.

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Section 4. A member who has resigned, been dropped for non-payment of dues or expelled
may be reinstated only by vote of the appropriate executive committee and the Board of
Governors and on payment of dues for the year in which reinstatement is voted.

ARTICLE XI
Amendments to Bylaws

Section 1. Amendments to the bylaws may be proposed by any member of the Academy.
Amendments may be adapted by either of two methods.

(a) The first is by two-thirds vote of the full Board of Governors. Such vote may
be taken only at a Board meeting which occurs at least thirty days following
the notification of the Governors that a particular change has been proposed
and will be considered at such meeting. Governors who cannot attend the
meeting may submit their votes in writing.

(b) The second method is by vote of a majority of the active and life members of
the Academy. Voting must be conducted by mail, and the necessary majority
based on the number of active and life members on the Academy roster on
the day the counting of ballots commences.

Section 2. The first method above will be used unless the Academy officers determine that
a given issue makes the second method more appropriate.

ARTICLE XII
Seal

The Academy shall have a common seal consisting of the words, “Academy of Motion
Picture Arts and Sciences, Incorporated May 4, 1927, California.”

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